What changed in this filing

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Item 1A. Risk Factors

2022-03-30 compared with 2021-03-31 · 633 added, 452 removed, 70 unchanged (94% of the section changed)

Factor Summary

is a summary of the principal factors that make an investment in the Company speculative or risky.

This summary does not address all

of the risks that we face.

Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can

be found below, after this summary, and should be carefully considered.

Related to Our Business, Operations and Financial Condition

COVID-19 pandemic has adversely affected, and will continue to adversely affect, our business, financial condition, liquidity

and results of operations.

COVID-19 pandemic has resulted in a widespread health crisis that has adversely affected businesses, economies and financial markets

worldwide, placed constraints on the operations of businesses, decreased consumer mobility and activity, and caused significant

economic volatility in the United States, Israel and international capital markets.

Our business has been affected in various

ways, as discussed below, including in our operations, and we cannot predict the length and severity of the pandemic or its effects

on us and our customers.

We have followed guidance by the U.S.

and Israeli governments and the other local governments in which

we operate to protect our employees and our operations during the pandemic and have implemented a remote environment for certain

of our employees, and, as a result, may experience inefficiencies in our employees’

ability to collaborate.

experienced difficulty in our efforts to recruit and hire qualified personnel during this time.

In addition, the COVID-19 pandemic

has caused an economic recession, high unemployment rates and other disruptions, both in the United States, Israel and the rest

of the world.

Any of these impacts, including the prolonged continuation of these impacts, could adversely affect our business.

cannot predict the other potential impacts of the COVID-19 pandemic on our business or operations, and there is no guarantee that

any near-term trends in our results of operations will continue, particularly if the COVID-19 pandemic and the adverse consequences

thereof continue for a long period of time.

Additional waves of infections, a continuation of the current environment, or any

further adverse impacts caused by the COVID-19 pandemic could further deteriorate employment rates and the economy, detrimentally

affecting our consumer base and divert consumers’

discretionary income to other uses, including for essential items.

events could adversely impact our cash flows, results of operations and financial conditions and heighten many of the other risks

described in these “Risk Factors.”

reliance on third-party suppliers for most of the components of our products could harm our ability to meet demand for our products

in a timely and cost-effective manner.

we attempt to ensure the availability of more than one supplier for each important component in any product that we commission,

the number of suppliers engaged in the provision of miniature video sensors which are suitable for our Complementary Metal Oxide

Semiconductor (“CMOS”) technology products is very limited, and therefore in some cases we engage with a single supplier,

which may result in our dependency on such supplier.

This is the case regarding sensors for the CMOS type technology that is produced

by a single supplier in the United States.

As we do not have a contract in place with this supplier, there is no contractual commitment

on the part of such supplier for any set quantity of such sensors.

The loss of our sole supplier in providing us with miniature

sensors for our CMOS technology products, and our inability or delay in finding a suitable replacement supplier, could significantly

affect our business, financial condition, results of operations and reputation.

of ScoutCam’s limited operating history, we may not be able to successfully operate our business or execute our business

the limited operating history of ScoutCam, it is hard to evaluate our proposed business and prospects.

Our proposed business operations

will be subject to numerous risks, uncertainties, expenses and difficulties associated with early-stage enterprises.

include, but are not limited to, the following:

have had a limited operating history and may not be able to successfully operate our business or execute our business plan.

we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets

and third parties to perform these services, we may not be successful in commercializing our products and technology.

may require substantial additional funding, which may not be available to us on acceptable terms, or at all.

failure to effectively manage growth could impair our business.

commercial success depends upon the degree of market acceptance by the medical community as well as by other prospective markets

and industries.

COVID-19 pandemic has adversely affected, and may continue to adversely affect, our business, financial condition, liquidity and

results of operations.

Related to Third Parties

reliance on third-party suppliers for most of the components of our products, including miniature video sensors which are suitable

for our CMOS technology products mainly in the medical domain, could harm our ability to meet demand for our products in a timely

and cost-effective manner.

may not be able to manage our strategic partners effectively.

may not have sufficient manufacturing capabilities to satisfy any growing demand for our commissioned products.

We may be unable

to control the availability or cost of producing such products.

Related to Competition

expect to face significant competition.

If we cannot successfully compete with new or existing technologies or future developed products,

our marketing and sales will suffer and we may never be profitable.

customers may develop the capabilities of our solution in-house, which would significantly reduce the demand for our products.

to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

Related to Intellectual Property

may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

Risk Factors Related to Our Business

business and operations would suffer in the event of computer system failures, cyber-attacks, or deficiencies in our cyber-security.

may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions that

could be expensive, divert management’s attention, and harm our business.

of our technologies potential applications for our products will be required and there is no assurance of regulatory approval.

rely on highly skilled personnel, and, if we are unable to attract, retain, or motivate qualified personnel, we may not be able to

operate our business effectively.

may be unable to keep pace with changes in technology as our business and market strategy evolves.

Related to this Offering and Our Common Stock

we have filed an application to list our securities on Nasdaq, there can be no assurance that our securities will be so listed or,

if listed, that we will be able to comply with the continued listing standards.

on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our common stock and make it difficult

for our stockholders to resell their common stock.

law and provisions in our amended and restated articles of incorporation and amended and restated bylaws could make a merger, tender

offer or proxy contest difficult, thereby depressing the market price of our common stock.

market price of our common stock may be highly volatile and such volatility could cause you to lose some or all of your investment.

our common stock may be deemed a “penny stock,” it may be more difficult for investors to sell shares of our common stock,

and the market price of our common stock may be adversely affected.

with the reporting requirements of federal securities laws can be expensive.

investors’ ownership in the Company may be diluted in the future.

executive officers, principal stockholders, and affiliated entities own a significant percentage of our capital stock, and they may

make decisions that our stockholders do not consider to be in their best interests.

do not anticipate paying any cash dividends in the foreseeable future.

Related to our Operations in Israel

economic and military instability in Israel may impede our ability to operate and harm our financial results.

may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers.

rate fluctuations between foreign currencies and the U.S.

Dollar may negatively affect our earnings.

technology developed and used by us received Israeli government grants for certain research and development activities.

of those grants require us to satisfy specified conditions in addition to repayment of the grants upon certain events.

may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result

in litigation and adversely affect our business.

factors may have a material adverse effect on our business, financial condition, and results of operations.

You should carefully consider

the following risks, together with all of the other information contained in this Annual Report on Form 10-K, including the sections

titled “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” and our financial statements and the related notes included elsewhere in this Annual Report on Form 10-K.

the following risks could materially and adversely affect our business, strategies, prospects, financial condition, results of operations,

and cash flows.

In such case, the market price of our common stock could decline.

Our business, prospects, financial condition, or results

of operations could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Related to Our Business, Operations and Financial Condition

have had a limited operating history and may not be able to successfully operate our business or execute our business plan.

our limited operating history, it is hard to evaluate our proposed business and prospects.

Our proposed business operations will be subject

to numerous risks, uncertainties, expenses and difficulties associated with early-stage enterprises.

Such risks include, but are not

limited to, the following:

absence of a lengthy operating history;

capital to fully realize our operating plan;

continual losses for the foreseeable future;

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ability to anticipate and adapt to a developing market(s);

of our products by the medical community and consumers;

of our products by the non-medical community and consumers;

of our products by the medical and industrial (I4.0) markets (and the non-medical community) and consumers;

marketing experience;

experience in developing and implementing full platform solutions including AI and cloud;

capital to fully realize our operating plan;

competitive environment characterized by well-established and well-capitalized competitors;

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in an environment that is highly regulated by a number of agencies.

we have a history of losses, and we may not be able to generate sufficient revenues to achieve and sustain profitability, and

as a result, there is substantial doubt about our ability to continue as a going concern following the fiscal year ended December

we are subject to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may

be unable to address such risks in a cost-effective manner, if at all.

If we are unable to successfully address these risks our

business could be harmed.

commercial success depends upon the degree of market acceptance by the medical community as well as by other prospect markets

and industries.

current business model is that of a business-to-business approach, or B2B, in which we seek to identify target businesses interested

in integrating our technology, or commissioning individual projects using our technology.

Any product that we commission or that

is brought to the market may or may not gain market acceptance by prospect customers.

The commercial success of our technologies,

commissioned products and any future product that we may develop depends in part on the medical community as well as other industries

for various use cases, depending on the acceptance by such industries of our commissioned products as a useful and cost-effective

solution compared to current technologies.

To date, we have not yet commenced proactive market penetration in other industries,

with the exception of the biomedical sector.

If our technology or any future product that we may develop does not achieve an adequate

level of acceptance, or does not garner significant commercial appeal, we may not generate significant revenue and may not become

we are subject to these risks, evaluating our business may be difficult, our business strategy may be unsuccessful and we may be unable

to address such risks in a cost-effective manner, if at all.

If we are unable to successfully address these risks our business could

we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business targets

and third parties to perform these services, we may not be successful in commercializing our products and technology.

that we are currently as a B2B company, our business is reliant on our ability to successfully attract potential business targets.

we have a limited sales and marketing infrastructure and have limited experience in the sale, marketing, or distribution of our technologies

beyond the B2B model.

To achieve commercial success for our technologies or any future developed product, we will need to establish a

sales and marketing infrastructure or to out-license such future products.

the future, we may consider building a focused sales and marketing infrastructure to market any future developed products and potentially

other products in the United States or elsewhere in the world.

There are risks involved with establishing our own sales, marketing, and

distribution capabilities.

For example, recruiting and training a sales force could be expensive and time consuming and could delay any

product launch.

This may be costly, and our investment would be lost if we cannot retain or reposition our sales and marketing personnel.

that may inhibit our efforts to commercialize any future products on our own include:

inability to recruit, train, and retain adequate numbers of effective sales and marketing personnel;

inability of sales personnel to obtain access to potential customers;

lack of complementary products to be offered by sales personnel or lack of product-market fit, which may put us at a competitive

disadvantage relative to companies with more extensive product lines;

costs and expenses associated with creating an independent sales and marketing organization.

we are unable to establish our own sales, marketing, and distribution capabilities or enter into successful arrangements with third parties

to perform these services, our revenues and our profitability may be materially adversely affected.

addition, we may not be successful in entering into arrangements with third parties to sell, market, and distribute our products inside

or outside of the United States or may be unable to do so on terms that are favorable to us.

We likely will have little control over

such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our products effectively.

If we do not establish sales, marketing, and distribution capabilities successfully, either on our own or in collaboration with third

parties, we will not be successful in commercializing our technologies or any future products we may develop.

may require substantial additional funding, which may not be available to us on acceptable terms, or at all.

cash and short-term deposit balance as of December 31, 2021 was $19.6 million.

We may require additional funding to fund and grow our

operations and to develop certain products.

There can be no assurance that financing will be available in amounts or on terms acceptable

to us, if at all.

In the event we required additional capital, the inability to obtain such capital will restrict our ability to grow

and may reduce our ability to continue to conduct business operations.

If we require and are unable to obtain additional financing, we

will likely be required to curtail our development plans.

In that event, current stockholders would likely experience a loss of most

or all of their investment.

Additional funding that we do obtain may be dilutive to the interests of existing stockholders.

failure to effectively manage growth could impair our business.

business strategy contemplates a period of rapid growth which may put a strain on our administrative and operational resources, and our

funding requirements.

Our ability to effectively manage growth will require us to successfully expand the capabilities of our operational

and management systems, and to attract, train, manage, and retain qualified personnel.

There can be no assurance that we will be able

to do so, particularly if losses continue and we are unable to obtain sufficient financing.

If we are unable to appropriately manage

growth, our business, prospects, financial condition, and results of operations could be adversely affected.

commercial success depends upon the degree of market acceptance by the medical community as well as by other prospective markets and

current business model is that of a B2B approach in which we seek to identify target businesses interested in integrating our technology,

or commissioning individual projects using our technology.

Any product that we commission or that is brought to the market may or may

not gain market acceptance by prospective customers.

The commercial success of our technologies, commissioned products, and any future

product that we may develop depends in part on the medical community as well as other industries for various use cases, depending on

the acceptance by such industries of our commissioned products as a useful and cost-effective solution compared to current technologies.

During 2021, we commenced proactive market penetration into industries other than the biomedical sector.

If our technology or any future

product that we may develop does not achieve an adequate level of acceptance, or does not garner significant commercial appeal, we may

not generate significant revenue and may not become profitable.

The degree of market acceptance will depend on a number of factors, including:

cost, safety, efficacy/performance, and convenience of our technology and any commissioned product and any future product

that we may develop in relation to alternative products;

cost, safety, efficacy/performance, perceived value and convenience of our technology and any commissioned product and any future

product that we may develop in relation to alternative products;

ability of third parties to enter into relationships with us without violating their existing agreements;

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of products based on our technology, may require significant resources and may never be successful.

Such efforts to educate the

marketplace may require more resources than are required by conventional technologies.

Such efforts to educate the marketplace

may require more resources than are required by conventional technologies.

COVID-19 pandemic has adversely affected, and may continue to adversely affect, our business, financial condition, liquidity and results

of operations.

date, the COVID-19 pandemic has not had a material effect on our operations.

However, the measures adopted to contain and mitigate the

effects of the COVID-19 pandemic, including stay-at-home, business closure, social distancing, capsuled labor, and other restrictive

orders, and the resulting changes in consumer behaviors, have disrupted our normal operations and impacted our employees and suppliers.

We expect these disruptions and impacts to continue.

In addition, certain of our suppliers experienced delays and shut-downs due to the

COVID-19 pandemic and we have experienced supply chain disruptions due to multiple factors, such as fulfillment center disruption and

limited shipping capacity.

This has led to abnormally high transportation delays and shipping costs, which has increased our cost of

Further, the continuation of the COVID-19 pandemic has led to increased operational and cybersecurity risks, including those

related to a number of our employees working remotely.

These risks include, among others, increased demand on our information technology

resources and systems, the increased risk of phishing, and other cybersecurity attacks as cybercriminals try to exploit an increased

number of points of possible attack, such as laptops and mobile devices, both of which are now being used in increased numbers.

to effectively manage these increased operational and cybersecurity demands and risks, including to timely identify, appropriately respond

to, and remediate cybersecurity attacks and other security incidents, may materially adversely affect our results of operations and the

ability to conduct our business.

the continued spread of COVID-19, including the emergence of COVID-19 variants, such as the recent Delta and Omicron variants, and the

resultant personal, economic and governmental reactions, we may have to take additional actions in the future that could adversely affect

our business, financial condition, and results of operations, including a return to a fully remote workforce.

changes could negatively impact our operations, sales, and marketing in particular, which could have longer-term effects on our sales

pipeline, or create operational or other challenges as our workforce remains predominantly remote, any of which could adversely affect

our business, financial condition, and results of operations.

In addition, our management team has spent, and will likely continue to

spend, significant time, attention, and resources monitoring the COVID-19 pandemic and associated global economic uncertainty and seeking

to manage its effects on our business and workforce.

The degree to which COVID-19 will affect our business, financial condition, and

results of operations will depend on future developments that are highly uncertain and cannot currently be predicted.

These developments

include, but are not limited to, the duration, extent, impact and severity of the COVID-19 pandemic in different geographies, the effectiveness

of our transition from work-from-home arrangements to a gradual return to our offices, actions taken to contain the COVID-19 pandemic,

the long-term efficacy, global availability and acceptance of vaccines, related restrictions on economic activity and domestic and international

trade, and the extent of the impact of these and other factors on our employees, suppliers, and customers.

The COVID-19 pandemic and

related restrictions could limit supplier and distributors’ ability to continue to operate (limiting their abilities to obtain

inventory, generate sales, ship and dispatch orders, or make timely payments to us).

It could disrupt or delay the ability of employees

to work because they become sick or are required to care for those who become sick or for dependents for whom external care is not available.

In addition, the COVID-19 pandemic may also result in reduced consumer spending and adverse or uncertain economic conditions globally,

which in turn may impact our revenue.

Related to Third Parties

reliance on third-party suppliers for most of the components of our products, including miniature video sensors which are suitable for

our CMOS technology products mainly in the medical domain, could harm our ability to meet demand for our products in a timely and cost-effective

rely on our third-party suppliers to obtain an adequate supply of quality components on a timely basis with favorable terms to manufacture

our commissioned products.

Some of those components that we sell are provided to us by a limited number of suppliers.

We will be subject

to disruptions in our operations if our sole or limited supply contract manufacturers decrease or stop production of components or do

not produce components and products of sufficient quantity or quality.

Alternative sources for our components will not always be available.

we attempt to ensure the availability of more than one supplier for each important component in any product that we commission, the number

of suppliers engaged in the provision of miniature video sensors which are suitable for our CMOS technology mainly in the medical domain

is very limited, and therefore in some cases we engage with a single supplier, which may result in our dependency on such supplier.

is the case regarding sensors for the CMOS type technology that are produced by a single supplier in the United States.

have a contract in place with this supplier, there is no contractual commitment on the part of such supplier for any set quantity of

such sensors.

The loss of our sole supplier in providing us with miniature sensors for our CMOS technology products mainly in the medical

domain, and our inability or delay in finding a suitable replacement supplier, could negatively affect our business, financial condition,

results of operations, and reputation.

are also subject to other risks inherent in the manufacturing of our products and their supply chain, including industrial accidents,

natural disasters (including as a result of climate change), environmental events, strikes, and other labor disputes, capacity constraints,

disruptions in material or packaging supplies, as well as global shortages, disruptions in supply chain or information technology, loss

or impairment of key manufacturing sites or suppliers, product quality control, safety, increase in commodity prices and energy costs,

licensing requirements and other regulatory issues, as well as other external factors over which we have no control.

If such an event

were to occur, it could have an adverse effect on our business, financial condition, and results of operations.

In addition, we may experience

interruptions with our suppliers and other supply chain disruptions as a result of the COVID-19 pandemic, or any other international

In recent months, global supply chain disruptions have slowed receipt of some of our supplies and delayed some of our deliveries,

although as yet not materially, and increased some of our product costs.

Although such cost increases have been fully covered by our

customers to date, there is no assurance that this will continue in the future.

addition, if we cannot supply commissioned products or future potentially developed products due to a lack of components, or are unable

to utilize other components in a timely manner, our business will be significantly harmed.

If inventory shortages occur, they could be

expected to have a material and adverse effect on our future revenues and ability to effectively project future sales and operating results.

may not be able to manage our strategic partners effectively.

have entered into, and we may continue to enter into, strategic alliances with third parties to gain access to new and innovative technologies

These parties are often large, established companies.

Negotiating and performing under these arrangements involves significant

time and expense, and we may not have sufficient resources to devote to our strategic alliances, particularly those with companies that

have significantly greater financial and other resources than we do.

The anticipated benefits of these arrangements may never materialize,

and performing under these arrangements may adversely affect our results of operations.

to manage our current partners effectively or enter into new strategic alliances may affect our success in executing our business plan

and may adversely affect our business, financial condition, and results of operation.

We may not realize the anticipated benefits of

any or all partnerships, or may not realize them in the time frame expected.

may not have sufficient manufacturing capabilities to satisfy any growing demand for our commissioned products.

We may be unable to control

the availability or cost of producing such products.

current manufacturing capabilities may not reach the required production levels necessary in order to meet growing demands for any products

we may commission or future products we may develop.

There can be no assurance that our commissioned products can be manufactured at

our desired commercial quantities, in compliance with our requirements, and at an acceptable cost.

Any such failure could delay or prevent

us from shipping said products and marketing our technologies in accordance with our target growth strategies.

Related to Competition

expect to face significant competition.

If we cannot successfully compete with new or existing technologies or future developed

products, our marketing and sales will suffer and we may never be profitable.

If we cannot successfully compete with new or existing technologies or future developed products,

our marketing and sales will suffer and we may never be profitable.

expect to compete against existing technologies and proven products in different industries.

In addition, some of these competitors,

either alone or together with their collaborative partners, operate larger research and development programs than we do, and may

have substantially greater financial resources than we do, as well as significantly greater experience in obtaining applicable

regulatory approvals applicable to the commercialization of our technologies and future products.

we are unable to establish sales, marketing and distribution capabilities or enter into successful relationships with business

targets and third parties to perform these services, we may not be successful in commercializing our products and technology.

that we are currently a B2B company, our business is reliant on our ability to successfully attract potential business targets.

Furthermore, we have a limited sales and marketing infrastructure and have limited experience in the sale, marketing or distribution

of our technologies beyond the B2B model.

To achieve commercial success for our technologies or any future developed product,

we will need to establish a sales and marketing infrastructure or to out-license such future products.

the future, we may consider building a focused sales and marketing infrastructure to market any future developed products and

potentially other product in the United States or elsewhere in the world.

Similarly, we may consider evolving our business model

in the future and adopting a business-to-consumer approach, or B2C.

There are risks involved with establishing our own sales,

marketing and distribution capabilities.

For example, recruiting and training a sales force could be expensive and time consuming

and could delay any product launch.

This may be costly, and our investment would be lost if we cannot retain or reposition our

sales and marketing personnel.

that may inhibit our efforts to commercialize any future products on our own include:

inability to recruit, train and retain adequate numbers of effective sales and marketing personnel;

inability of sales personnel to obtain access to potential customers;

lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to

companies with more extensive product lines;

costs and expenses associated with creating an independent sales and marketing organization.

we are unable to establish our own sales, marketing and distribution capabilities or enter into successful arrangements with third

parties to perform these services, our revenues and our profitability may be materially adversely affected.

addition, we may not be successful in entering into arrangements with third parties to sell, market and distribute our products

inside or outside of the United States or may be unable to do so on terms that are favorable to us.

We likely will have little

control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our

products effectively.

If we do not establish sales, marketing and distribution capabilities successfully, either on our own or

in collaboration with third parties, we will not be successful in commercializing our technologies or any future products we may

depend on the success of micro ScoutCam ™

for our revenue, which could impair our ability to achieve profitability.

plan to derive most of our future revenue from the development services of our imaging equipment and our flagship micro ScoutCam ™

and through the engagement with target businesses that are interested in the commissioning of certain products using our

Our future growth and success is largely dependent on the successful commercialization of the micro ScoutCam ™

If we are unable to achieve increased commercial acceptance of the micro ScoutCam ™

or experience a decrease in the utilization of our product line or procedure volume, our revenue would be adversely affected.

may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions

that could be expensive, divert management’s attention and harm our business.

business exposes us to potential liability risks, product actions and other field or regulatory actions that are inherent in the

manufacturing, marketing and sale of medical device products that we may have commissioned for a target business.

We may be held

liable if such products cause injury or death or is found otherwise unsuitable or defective during usage.

Our products incorporate

mechanical and electrical parts, complex computer software and other sophisticated components, any of which can contain errors

Complex computer software is particularly vulnerable to errors and failures, especially when first introduced.

addition, new products or enhancements to our existing products may contain undetected errors or performance problems that, despite

testing, are discovered only after installation.

any of our commissioned products are defective, whether due to design or manufacturing defects, improper use of the product, or

other reasons, we may voluntarily or involuntarily undertake an action to remove, repair, or replace the product at our expense.

In some circumstances we will be required to notify regulatory authorities of an action pursuant to a product failure.

may require substantial additional funding, which may not be available to us on acceptable terms, or at all.

cash balance as of December 31, 2020 was $3.4 million.

We may require additional funding to fund and grow our operations and to

develop certain products.

There can be no assurance that financing will be available in amounts or on terms acceptable to us,

In the event we required additional capital, the inability to obtain additional capital will restrict our ability to

grow and may reduce our ability to continue to conduct business operations.

If we require and are unable to obtain additional

financing, we will likely be required to curtail our development plans.

In that event, current stockholders would likely experience

a loss of most or all of their investment.

Additional funding that we do obtain may be dilutive to the interests of existing stockholders.

failure to effectively manage growth could impair our business.

business strategy contemplates a period of rapid growth which may put a strain on our administrative and operational resources,

and our funding requirements.

Our ability to effectively manage growth will require us to successfully expand the capabilities

of our operational and management systems, and to attract, train, manage, and retain qualified personnel.

There can be no assurance

that we will be able to do so, particularly if losses continue and we are unable to obtain sufficient financing.

If we are unable

to appropriately manage growth, our business, prospects, financial condition, and results of operations could be adversely affected.

may not be able to manage our strategic partners effectively.

growth strategy may include strategic partners.

The process to bring on, train and assist strategic partners is time-consuming

We expect to expend significant resources to undertake business, financial and legal due diligence on both existing

and potential partners, and there is no guarantee that these will be successful in ultimately increasing our business.

to manage our partners effectively may affect our success in executing our business plan and may adversely affect our business,

financial condition and results of operation.

We may not realize the anticipated benefits of any or all partnerships, or may not

realize them in the time frame expected.

may not have sufficient manufacturing capabilities to satisfy any growing demand for our commissioned products.

We may be unable

to control the availability or cost of producing such products.

current manufacturing capabilities may not reach the required production levels necessary in order to meet growing demands for

any products we may commission or future products we may develop.

While we do intend to purchase a manufacturing facility in Israel

in the future, such an engagement has not yet materialized and it is not clear at what point the Company will execute such an

In the interim, and prior to the purchase of a manufacturing facility by the Company, there can be no assurance that

our commissioned products can be manufactured at our desired commercial quantities, in compliance with our requirements and at

an acceptable cost.

Any such failure could delay or prevent us from shipping said products and marketing our technologies in accordance

with our target growth strategies.

of our technologies potential applications for our products will be required and there is no assurance of regulatory approval.

effect of government regulation and the need for approval may delay marketing of our technologies and future potentially developed

products for a considerable period of time, impose costly procedures upon our activities and provide an advantage to larger companies

that compete with us.

There can be no assurance that regulatory approval for any products developed by us will be granted on a

timely basis or at all.

Any such delay in obtaining, or failure to obtain, such approvals would materially and adversely affect

the marketing of any contemplated products and the ability to earn product revenue.

Further, regulation of manufacturing facilities

by state, local, and other authorities is subject to change.

Any additional regulation could result in limitations or restrictions

on our ability to utilize any of our technologies, thereby adversely affecting our operations.

Various federal and foreign statutes

and regulations also govern or influence the manufacturing, safety, labeling, storage, record keeping and marketing of food products.

The process of obtaining these approvals and the subsequent compliance with appropriate U.S.

and foreign statutes and regulations

are time-consuming and require the expenditure of substantial resources.

In addition, these requirements and processes vary widely

from country to country.

suppliers may not be able to always supply components or products to us on a timely basis and on favorable terms, and as a result,

our dependency on third party suppliers can adversely affect our revenue.

will rely on our third-party suppliers for components and depend on obtaining adequate supplies of quality components on a timely

basis with favorable terms to manufacture our commissioned products.

Some of those components that we sell are provided to us

by a limited number of suppliers.

We will be subject to disruptions in our operations if our sole or limited supply contract manufacturers

decrease or stop production of components or do not produce components and products of sufficient quantity.

Alternative sources

for our components will not always be available.

Many of our components are manufactured overseas, so they have long lead times,

and events such as local disruptions, natural disasters or political conflict may cause unexpected interruptions to the supply

of our products or components.

is our intention, as mentioned in the use of proceeds, to allocate financial resources to improve our inventory management, including

establishing an inventory buffer of components appropriate to our business.

However, we cannot assure that our attempt will be

successful or that product or component shortages will not occur in the future.

If we cannot supply commissioned products or future

potentially developed products due to a lack of components, or are unable to utilize other components in a timely manner, our

business will be significantly harmed.

If inventory shortages continue, they could be expected to have a material and adverse

effect on our future revenues and ability to effectively project future sales and operating results.

rely on highly skilled personnel, and, if we are unable to attract, retain or motivate qualified personnel, we may not be able

to operate our business effectively.

success depends in large part on continued employment of senior management and key personnel who can effectively operate our business,

as well as our ability to attract and retain skilled employees.

Competition for highly skilled management, technical, research

and development and other employees is intense and we may not be able to attract or retain highly qualified personnel in the future.

In making employment decisions, particularly in the job candidates often consider the value of the equity awards they would receive

in connection with their employment.

Our long-term incentive programs may not be attractive enough or perform sufficiently to

attract or retain qualified personnel.

any of our employees leaves us, and we fail to effectively manage a transition to new personnel, or if we fail to attract and

retain qualified and experienced professionals on acceptable terms, our business, financial condition and results of operations

could be adversely affected.

success also depends on our having highly trained financial, technical, recruiting, sales and marketing personnel.

to continue to hire additional personnel as our business grows.

A shortage in the number of people with these skills or our failure

to attract them to our company could impede our ability to increase revenues from our existing technology and services, ensure

full compliance with international and federal regulations, or launch new product offerings and would have an adverse effect on

our business and financial results.

may have difficulty in entering into and maintaining strategic alliances with third parties.

have entered into, and we may continue to enter into, strategic alliances with third parties to gain access to new and innovative

technologies and markets.

These parties are often large, established companies.

Negotiating and performing under these arrangements

involves significant time and expense, and we may not have sufficient resources to devote to our strategic alliances, particularly

those with companies that have significantly greater financial and other resources than we do.

The anticipated benefits of these

arrangements may never materialize, and performing under these arrangements may adversely affect our results of operations.

either alone or together with their collaborative partners, operate larger research and development programs than we do, and may have

substantially greater financial resources than we do, as well as significantly greater experience in obtaining regulatory approvals applicable

to the commercialization of relevant competitive technologies and future products.

customers may develop the capabilities of our solution in-house, which would significantly reduce the demand for our products.

customers may develop the capabilities to manufacture solutions in-house that are currently satisfied by our solutions.

our customers, or future customers, develop such capacities, our potential for profitability may be significantly reduced.

to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences.

are subject to the U.S.

Foreign Corrupt Practices Act, or the FCPA, Chapter 9 (sub-chapter 5) of the Israeli Penal Law, 5737-1977, and

the Israeli Prohibition on Money Laundering Law, 5760-2000, collectively, the Israeli Anti-Corruption Laws, and the UK Bribery Act 2010,

or UK Bribery Act, and other anticorruption, anti-bribery and anti-money laundering laws in the jurisdictions in which we do business,

both domestic and abroad.

These laws generally prohibit us and our employees from improperly influencing government officials or commercial

parties in order to obtain or retain business, direct business to any person or gain any advantage.

The FCPA, the Israeli Anti-Corruption

Laws, the UK Bribery Act, and other applicable anti-bribery and anti-corruption laws also may hold us liable for acts of corruption and

bribery committed by our third-party business partners, representatives and agents.

In addition, we leverage third parties to sell our

products and conduct our business abroad.

We and our third-party business partners, representatives and agents may have direct or indirect

interactions with officials and employees of government agencies or state-owned or affiliated entities and we may be held liable for

the corrupt or other illegal activities of these third-party business partners and intermediaries, our employees, representatives, contractors,

channel partners and agents, even if we do not explicitly authorize such activities.

These laws also require that we keep accurate books

and records and maintain internal controls and compliance procedures designed to prevent any such actions.

While we have policies and

procedures to address compliance with such laws, we cannot assure you that our employees and agents will not take actions in violation

of our policies or applicable law, for which we may be ultimately held responsible and our exposure for violating these laws increases

as our international presence is established and as we increase sales and operations in foreign jurisdictions.

Any violation of the FCPA,

the Israeli Anti-Corruption Laws, the UK Bribery Act, or other applicable anti-bribery, anti-corruption laws and anti-money laundering

laws could result in whistleblower complaints, adverse media coverage, investigations, imposition of significant legal fees, loss of

export privileges, severe criminal or civil sanctions or suspension or debarment from U.S.

government contracts, substantial diversion

of management’s attention, a decline in the market price of our common stock or overall adverse consequences to our reputation

and business, all of which may have an adverse effect on our results of operations and financial condition.

Related to Intellectual Property

may not be able to obtain patents or other intellectual property rights necessary to protect our proprietary technology and business.

may seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider

to have commercial value or that will likely give us a technological advantage.

Despite devoting resources to the research and

development of proprietary technology, we may not be able to develop technology that is patentable or protectable.

not be issued in connection with pending patent applications, and claims allowed may not be sufficient to allow them to use the

inventions that they create exclusively.

Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable

or circumvented and may not provide sufficient protection or a competitive advantage.

In addition, despite efforts to protect

and maintain patents, competitors and other third parties may be able to design around their patents or develop products similar

to our work products that are not within the scope of their patents.

Finally, patents provide certain statutory protection only

for a limited period of time that varies depending on the jurisdiction and type of patent.

and protection of the rights sought in patent applications and patents can be costly and uncertain, often involve complex legal

may seek to patent concepts, components, processes, designs and methods, and other inventions and technologies that we consider to have

commercial value or that will likely give us a technological advantage.

Despite devoting resources to the research and development of

proprietary technology, we may not be able to develop technology that is patentable or protectable.

Patents may not be issued in connection

with pending patent applications, and claims allowed may not be sufficient to allow them to use the inventions that they create exclusively.

Furthermore, any patents issued could be challenged, re-examined, held invalid or unenforceable, or circumvented and may not provide

sufficient protection or a competitive advantage.

In addition, despite efforts to protect and maintain patents, competitors and other

third parties may be able to design around their patents or develop products similar to our work products that are not within the scope

of their patents.

Finally, patents provide certain statutory protection only for a limited period of time that varies depending on the

jurisdiction and type of patent.

and protection of the rights sought in patent applications and patents can be costly, lengthy, and uncertain, often involve complex legal

and factual issues, and consume significant time and resources.

In addition, the breadth of claims allowed in our patents, their

enforceability and our ability to protect and maintain them cannot be predicted with any certainty.

The laws of certain countries

may not protect intellectual property rights to the same extent as the laws of the United States.

Even if our patents are held

to be valid and enforceable in a certain jurisdiction, any legal proceedings that we may initiate against third parties to enforce

such patents will likely be expensive, take significant time and divert management’s attention from other business matters.

We cannot assure that any of our issued patents or pending patent applications provide any protectable, maintainable or enforceable

rights or competitive advantages to us.

In addition, the breadth of claims allowed in our patents, their enforceability,

and our ability to protect and maintain them cannot be predicted with any certainty.

The laws of certain countries may not protect intellectual

property rights to the same extent as the laws of the United States.

Even if our patents are held to be valid and enforceable in a certain

jurisdiction, any legal proceedings that we may initiate against third parties to enforce such patents will likely be expensive, take

significant time, and divert management’s attention from other business matters.

We cannot assure that any of our issued patents

or pending patent applications provide any protectable, maintainable, or enforceable rights or competitive advantages to us.

addition to patents, we will rely on a combination of copyrights, trademarks, trade secrets, and other related laws and confidentiality

procedures and contractual provisions to protect, maintain and enforce our proprietary technology and intellectual property rights

in the United States and other countries.

However, our ability to protect our brands by registering certain trademarks may be

In addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants,

contract manufacturers, distributors and resellers and with others to attempt to limit access to and distribution of our proprietary

and confidential information, it is possible that:

procedures and contractual provisions to protect, maintain, and enforce our proprietary technology and intellectual property rights in

the United States and other countries.

However, our ability to protect our brands by registering certain trademarks may be limited.

addition, while we will generally enter into confidentiality and nondisclosure agreements with our employees, consultants, contract manufacturers,

distributors and resellers, and with others to attempt to limit access to and distribution of our proprietary and confidential information,

it is possible that:

misappropriation

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product shipment delays or stoppages;

management’s attention and resources;

us to significant liabilities and damages;

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us to cease certain activities, including the sale of products.

it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right

of any other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially

substantial damages, we may be prohibited from developing, using, distributing, selling or commercializing certain of our technologies

unless we obtain a license from the holder of the patent or other intellectual property right.

We cannot assure that we will be

able to obtain any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available,

or that workarounds will be feasible and cost-efficient.

If we do not obtain such a license or find a cost-efficient workaround,

our business, operating results and financial condition could be materially adversely affected and we could be required to cease

related business operations in some markets and restructure our business to focus on our continuing operations in other markets.

it is determined that we have infringed, violated or are infringing or violating a patent or other intellectual property right of any

other person or if we are found liable in respect of any other related claim, then, in addition to being liable for potentially substantial

damages, we may be prohibited from developing, using, distributing, selling, or commercializing certain of our technologies unless we

obtain a license from the holder of the patent or other intellectual property right.

We cannot assure that we will be able to obtain

any such license on a timely basis or on commercially favorable terms, or that any such licenses will be available, or that workarounds

will be feasible and cost-efficient.

If we do not obtain such a license or find a cost-efficient workaround, our business, operating

results, and financial condition could be materially adversely affected.

Risk Factors Related to Our Business

business and operations would suffer in the event of computer system failures, cyber-attacks, or deficiencies in our cyber-security.

incidents involving our information technology systems and those of third parties on which we rely have occurred in the past, such as

phishing attacks, although none of these incidents have been material to our business.

Such security incidents may occur in the future.

Despite the implementation of security measures, our internal computer systems, and those of third parties on which we rely, are vulnerable

to damage from computer viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks

or cyber-intrusions over the Internet, attachments to emails, persons inside our organization, or persons with access to systems inside

our organization.

The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusion, including by computer

hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted

attacks and intrusions from around the world have increased.

If such an event were to occur and cause interruptions in our operations,

it could result in a material disruption of our product development programs.

To the extent that any disruption or security breach was

to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information,

we could incur material legal claims and liability, and damage to our reputation, and the further development of our product candidates

could be delayed.

may be subject to product liability claims, product actions, including product recalls, and other field or regulatory actions that could

be expensive, divert management’s attention, and harm our business.

business exposes us to potential liability risks, product actions, and other field or regulatory actions that are inherent in the manufacturing,

marketing and sale of medical device, or any other products that we may have commissioned for a target business.

We may be held liable

if such products cause injury or death or are found otherwise unsuitable or defective during usage.

Our products incorporate mechanical

and electrical parts, complex computer software, and other sophisticated components, any of which can contain errors or failures.

computer software is particularly vulnerable to errors and failures, especially when first introduced.

In addition, new products or enhancements

to our existing products may contain undetected errors or performance problems that, despite testing, are discovered only after installation.

any of our commissioned products are defective, whether due to design or manufacturing defects, improper use of the product, or other

reasons, we may voluntarily or involuntarily undertake an action to remove, repair, or replace the product at our expense.

In some circumstances

we will be required to notify regulatory authorities of an action pursuant to a product failure.

of our technologies potential applications for our products will be required and there is no assurance of regulatory approval.

effect of government regulation and the need for compliance may delay marketing of our technologies and future potentially developed

products for a considerable period of time, impose costly procedures upon our activities, and provide an advantage to larger companies

that compete with us.

There can be no assurance that we will be able to achieve regulatory compliance for any of our products.

delay in achieving such regulatory compliance would materially and adversely affect the marketing of any contemplated products and the

ability to earn product revenue.

Further, regulation of manufacturing facilities by state, local, and other authorities is subject to

Any additional regulation could result in limitations or restrictions on our ability to utilize any of our technologies, thereby

adversely affecting our operations.

Various federal and foreign statutes and regulations also govern or influence the manufacturing,

safety, labeling, storage, record keeping, and marketing of our products.

The process of compliance with relevant U.S.

and foreign statutes

and regulations are time-consuming and require the expenditure of substantial resources.

In addition, these requirements and processes

vary widely from country to country.

rely on highly skilled personnel, and, if we are unable to attract, retain, or motivate qualified personnel, we may not be able to operate

our business effectively.

success depends in large part on continued employment of senior management and key personnel who can effectively operate our business,

as well as our ability to attract and retain skilled employees.

Competition for highly skilled management, technical, research and development,

and other employees is intense and we may not be able to attract or retain highly qualified personnel in the future.

In making employment

decisions, job candidates often consider the value of the equity awards they would receive in connection with their employment.

Our long-term

incentive programs may not be attractive enough or perform sufficiently to attract or retain qualified personnel.

any of our employees leaves us, and we fail to effectively manage a transition to new personnel, or if we fail to attract and retain

qualified and experienced professionals on acceptable terms, our business, financial condition, and results of operations could be adversely

success also depends on our having highly trained financial, technical, R&D, sales, and marketing personnel.

We will need to continue

to hire additional personnel as our business grows.

A shortage in the number of people with these skills or our failure to attract them

to our company could impede our ability to increase revenues from our existing technology and services, ensure full compliance with international

and federal regulations, or launch new product offerings and would have an adverse effect on our business and financial results.

may be unable to keep pace with changes in technology as our business and market strategy evolves.

will need to respond to technological advances in a cost-effective and timely manner in order to remain competitive.

to respond to technological changes may require us to make substantial, unanticipated expenditures.

There can be no assurance

that we will be able to respond successfully to technological change.

Related to Our Common Stock

on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our common stock and make it

difficult for our stockholders to resell their common stock.

common stock is quoted on the OTCQB tier of the OTC Markets.

Trading in securities quoted on the OTC Markets is often thin and

characterized by wide fluctuations in trading prices, due to many factors, some of which may have little to do with our operations

The need to respond

to technological changes may require us to make substantial, unanticipated expenditures.

There can be no assurance that we will be able

to respond successfully to technological change.

Related to this Offering and Our Common Stock

we have filed an application to list our securities on Nasdaq, there can be no assurance that our securities will be so listed or, if

listed, that we will be able to comply with the continued listing standards.

June 2021 we filed a comprehensive listing application package with The Nasdaq Stock Market, or Nasdaq, to request an uplisting of the

Company’s common stock.

Nasdaq has not approved our application, and there can be no assurance that Nasdaq will approve us for

listing on The Nasdaq Capital Market and, even if our securities are listed, we cannot assure you that we will be able to maintain such

In addition, if after listing, Nasdaq delists our securities from trading on its exchange for failure to meet the continued

listing standards, we and our shareholders could face significant material adverse consequences including a limited availability of market

quotations for our common stock, confirmation that our stock is “penny stock” and subject to increased regulations, and a

decreased ability to issue additional securities or obtain additional financing in the future.

on the OTC Markets is volatile, sporadic and often thin, which could depress the market price of our common stock and make it difficult

for our stockholders to resell their common stock.

common stock is currently quoted on the OTCQB tier of the OTC Markets.

Trading in securities quoted on the OTC Markets is often thin

and characterized by wide fluctuations in trading prices due to many factors, some of which may have little to do with our operations

or business prospects.

This volatility could depress the market price of our common stock for reasons unrelated to operating performance.

Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the

trading of securities listed on a stock exchange like NASDAQ or the NYSE.

Moreover, the OTC Markets is not a stock exchange, and trading of securities on the OTC Markets is often more sporadic than the trading

of securities listed on a stock exchange like NASDAQ or the NYSE.

Our common stock has a history of thin trading.

the 52-week period ended December 31, 2020, trades were only reported on 103 trading days.

These factors may result in

investors having difficulty reselling any shares of our common stock.

we were a “shell company,”

Rule 144 is unavailable until one year has elapsed from the date that we have filed “Form

10 information”

with the SEC, including current financial statements.

144 provides, as indicated above, that sales of securities of a former shell company may only be made once the applicable waiting

period has terminated and only if appropriate current information is available by the company and that it has filed all relevant

periodic reports that it is required to file.

Rule 144 will be unavailable to holders of restricted securities until one year

has elapsed from the date that we filed “Form 10 information”

(as defined in Rule 144) with the SEC along with audited

financial statements.

Once we become current, no assurance can be made that the Company will be able to remain current with its

In addition to the above, because we voluntarily file SEC reports with the SEC, following the one (1) year period discussed

above, holders will not be permitted to rely on Rule 144 for sales of our shares, unless and until such time as we are mandatorily

required under SEC laws, rules and regulations to file periodic reports with the SEC.

During the 52-week

period ended December 31, 2021, trades were only reported on 134 trading days.

These factors may result in investors having difficulty

reselling any shares of our common stock .

law and provisions in our amended and restated articles of incorporation and amended and restated bylaws could make a merger, tender

offer or proxy contest difficult, thereby depressing the market price of our common stock.

provisions of Nevada law may prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage

attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above

the prevailing market price.

In addition, our amended and restated articles of incorporation and amended and restated bylaws contain

provisions that may make the acquisition of the Company more difficult, including the following:

board of directors is classified into three classes of directors with staggered three-year terms;

special meeting of our stockholders may only be called by either our chairman of the board or a majority of our board of directors;

notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting

of stockholders.

provisions, alone or together, could discourage, delay or prevent a transaction involving a change in control of the Company.

These provisions

could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and to cause us

to take other corporate actions they desire, any of which, under certain circumstances, could limit the opportunity for our stockholders

to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for

our common stock.

market price of our common stock may be highly volatile and such volatility could cause you to lose some or all of your investment.

market price of our common stock, par value $0.001 per share, or Common Stock, may fluctuate significantly in response to numerous

factors, some of which are beyond our control, such as:

market price of our common stock may fluctuate significantly in response to numerous factors, some of which are beyond our control, such

announcement of new products or product enhancements by us or our competitors;

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in legal, regulatory, and enforcement frameworks impacting our technology or the application of our technology;

in our and our competitors’

results of operations;

in our and our competitors’ results of operations;

in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts;

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by us or our competitors of acquisitions, investments or strategic alliances;

market conditions and other factors, including factors unrelated to our operating performance.

the general stock market has recently experienced price and volume fluctuations.

The volatility of our Common Stock could be further

exacerbated due to low trading volume.

Continued market fluctuations could result in extreme volatility in the price of our Common

Stock, which could cause a decline in the value of our Common Stock and the loss of some or all of our investors’

Sales of shares of our Common Stock could also depress the then price of our shares.

investor’s ability to trade our common stock may be limited by trading volume.

Company’s shares are currently quoted on the OTCQB under the symbol “SCTC.”

An active trading market for our

common stock has not developed, and may not develop, on the OTCQB.

During the period subsequent to our upgrade from the OTC Pink

Market to the OTCQB, which occurred on September 14, 2020 and until December 31, 2020, trades were only reported on 46

trading days.

A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as

they may otherwise desire.

our Common Stock may be a “penny stock,”

it may be more difficult for investors to sell shares of our Common Stock,

or anticipated impact of military conflict, including the conflict between Russia and Ukraine, terrorism or other geopolitical events;

imposed by the United States and other countries in response to such conflicts, including the one in Ukraine, may also adversely

impact the financial markets and the global economy, and any economic countermeasures by affected countries and others could exacerbate

market and economic instability;

market conditions and other events or factors, many of which are beyond our control.

addition, the stock market has experienced significant volatility, particularly with respect to pharmaceutical, biotechnology and other

life sciences company stocks.

The volatility of pharmaceutical, biotechnology and other life sciences company stocks often does not relate

to the operating performance of the companies represented by the stock.

In the past, securities class action litigation has often been

initiated against companies following periods of volatility in their stock price.

This type of litigation could result in substantial

costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments

or to settle litigation.

our common stock may be deemed a “penny stock,” it may be more difficult for investors to sell shares of our common stock,

and the market price of our common stock may be adversely affected.

Common Stock may be a “penny stock”

if, among other things, the stock price is below $5.00 per share, it is not listed

on a national securities exchange, or it has not met certain net tangible asset or average revenue requirements.

Broker-dealers

who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC.

This risk-disclosure document provides information about penny stocks and the nature and level of risks involved in investing

in the penny-stock market.

A broker must also give a purchaser, orally or in writing, bid and offer quotations and information

regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for

the purchaser and obtain the purchaser’s written agreement to the purchase.

Broker-dealers must also provide customers that

hold penny stock in their accounts with such broker-dealer a monthly statement containing price and market information relating

to the penny stock.

If a penny stock is sold to an investor in violation of the penny stock rules, the investor may be able to

cancel its purchase and get their money back.

common stock may be a “penny stock” if, among other things, the stock price is below $5.00 per share, it is not listed on

a national securities exchange, or it has not met certain net tangible asset or average revenue requirements.

Broker-dealers who sell

penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC.

This risk-disclosure

document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market.

broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation,

make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser’s written

agreement to the purchase.

Broker-dealers must also provide customers that hold penny stock in their accounts with such broker-dealer

a monthly statement containing price and market information relating to the penny stock.

If a penny stock is sold to an investor in violation

of the penny stock rules, the investor may be able to cancel its purchase and get their money back.

applicable, the penny stock rules may make it difficult for stockholders to sell their shares of our common stock.

the rules and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our Common

Stock may be adversely affected.

Because of the rules

and restrictions applicable to a penny stock, there is less trading in penny stocks and the market price of our common stock may be adversely

Also, many brokers choose not to participate in penny stock transactions.

Accordingly, stockholders

may not always be able to resell their shares of our Common Stock publicly at times and prices that they feel are appropriate.

Accordingly, stockholders may not always be able

to resell their shares of our common stock publicly at times and prices that they feel are appropriate.

with the reporting requirements of federal securities laws can be expensive.

are a public reporting company in the United States, and accordingly, subject to the information and reporting requirements of

the Exchange Act and other federal securities laws.

The costs of preparing and filing annual and quarterly reports and other information

with the SEC and furnishing audited reports to stockholders are substantial.

Failure to comply with the applicable securities

laws could result in private or governmental legal action against us or our officers and directors, which could have a detrimental

impact on our business and financials, the value of our stock, and the ability of stockholders to resell their stock.

investors’

ownership in the Company may be diluted in the future.

the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership

interests of our present stockholders.

For instance, pursuant to that certain Securities Exchange Agreement by and between Intellisense

and Medigus, dated September 16, 2019, if ScoutCam achieves US$33.0 million in sales in the aggregate within the first three years

following December 30, 2019, the consummation date of such agreement, we will issue shares of Common Stock to Medigus representing

10% of our issued and outstanding share capital as of December 30, 2019.

Similarly, we may issue a substantial number of shares

of Common Stock or other securities convertible into or exercisable for Common Stock in connection with capital raising activity,

hiring or retaining employees, future acquisitions, raising additional capital in the future to fund our operations, and other

business purposes.

We expect to authorize in the future a substantial number of shares of our Common Stock for issuance under

a stock option or similar plan, and may issue equity awards to management, employees and other eligible persons.

Additional shares

of Common Stock issued by us in the future will dilute an investor’s investment in the Company.

In addition, we may seek

stockholder approval to increase the amount of the Company’s authorized stock, which would create the potential for further

dilution of current investors.

executive officers, principal stockholders and affiliated entities own a significant percentage of our capital stock, and they

may make decisions that our stockholders do not consider to be in their best interests.

of March 28, 2021, our directors, executive officers, principal stockholders and affiliated entities may be deemed to beneficially

own, in the aggregate, approximately 67.54% of our outstanding voting securities as of the date hereof.

if some or all of such parties acted together, they would have the ability to exert substantial influence over the election of

our board of directors and the outcome of issues requiring approval by our stockholders.

This concentration of ownership may also

have the effect of delaying or preventing a change in control of the Company that may be favored by other stockholders.

prevent transactions in which stockholders might otherwise recover a premium for their shares over current market prices.

concentration of ownership and influence in management and board decision-making could also harm the price of our capital stock

by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether by making

a tender offer or otherwise) or otherwise attempting to obtain control of our Company.

are a public reporting company in the United States, and accordingly, subject to the information and reporting requirements of the Exchange

Act and other federal securities laws.

The costs of preparing and filing annual and quarterly reports and other information with the

SEC and furnishing audited reports to stockholders are substantial.

Failure to comply with the applicable securities laws could result

in private or governmental legal action against us or our officers and directors, which could have a detrimental impact on our business

and financials, the value of our stock, and the ability of stockholders to resell their stock.

investors’ ownership in the Company may be diluted in the future.

the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of ownership interests

of our present stockholders.

For instance, pursuant to the Securities Exchange Agreement by and between Intellisense and Medigus, dated

September 16, 2019, if ScoutCam achieves $33.0 million in sales in the aggregate within the first three years following December 30,

2019, the consummation date of such agreement, we will issue shares of common stock to Medigus representing 10% of our issued and outstanding

share capital as of December 30, 2019.

Similarly, we may issue a substantial number of shares of common stock or other securities convertible

into or exercisable for common stock in connection with capital raising activity, hiring or retaining employees, future acquisitions,

raising additional capital in the future to fund our operations, and other business purposes.

We expect to authorize in the future a

substantial number of shares of our common stock for issuance under a stock option or similar plan, and may issue equity awards to management,

employees and other eligible persons.

Additional shares of common stock issued by us in the future will dilute an investor’s investment

in the Company.

In addition, we may seek stockholder approval to increase the amount of the Company’s authorized stock, which would

create the potential for further dilution of current investors.

executive officers, principal stockholders, and affiliated entities own a significant percentage of our capital stock, and they may make

decisions that our stockholders do not consider to be in their best interests.

of March 28, 2022, our directors, executive officers, principal stockholders, and affiliated entities may be deemed to beneficially own,

in the aggregate, approximately 76.43% of our outstanding voting securities.

As a result, if some or all of such parties

acted together, they would have the ability to exert substantial influence over the election of our board of directors and the outcome

of issues requiring approval by our stockholders.

This concentration of ownership may also have the effect of delaying or preventing

a change in control of the Company that may be favored by other stockholders.

This could prevent transactions in which stockholders might

otherwise recover a premium for their shares over current market prices.

This concentration of ownership and influence in management

and board decision-making could also harm the price of our capital stock by, among other things, discouraging a potential acquirer from

seeking to acquire shares of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control

of our Company.

do not anticipate paying any cash dividends in the foreseeable future.

have never declared or paid cash dividends, and we do not anticipate paying cash dividends in the foreseeable future.

Therefore, you

should not rely on an investment in our common stock as a source for any future dividend income.

Our board of directors has complete

discretion as to whether to distribute dividends.

Even if our board of directors decides to declare and pay dividends, the timing, amount,

and form of future dividends, if any, will depend on our future results of operations and cash flow, our capital requirements and surplus,

the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions, and other

factors deemed relevant by our board of directors.

Related to our Operations in Israel

1 unchanged sentence

offices and management team are located in Israel.

Accordingly, political, economic, and military conditions in Israel and the

surrounding region may directly affect our business and operations.

In recent years, Israel has been engaged in sporadic armed

conflicts with Hamas, an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that

controls large portions of southern Lebanon, and with Iranian-backed military forces in Syria.

In addition, Iran has threatened

to attack Israel and may be developing nuclear weapons.

Some of these hostilities were accompanied by missiles being fired from

the Gaza Strip against civilian targets in various parts of Israel, including areas in which our employees and some of our consultants

are located, and negatively affected business conditions in Israel.

Any hostilities involving Israel or the interruption or curtailment

of trade between Israel and its trading partners could adversely affect our operations and results of operations.

Accordingly, political, economic, and military conditions in Israel and the surrounding

region may directly affect our business and operations.

In recent years, Israel has been engaged in sporadic armed conflicts with Hamas,

an Islamist terrorist group that controls the Gaza Strip, with Hezbollah, an Islamist terrorist group that controls large portions of

southern Lebanon, and with Iranian-backed military forces in Syria.

In addition, Iran has threatened to attack Israel and may be developing

nuclear weapons.

Some of these hostilities were accompanied by missiles being fired from the Gaza Strip against civilian targets in various

parts of Israel, including areas in which our employees and some of our consultants are located, and negatively affected business conditions

Any hostilities involving Israel or the interruption or curtailment of trade between Israel and its trading partners could

adversely affect our operations and results of operations.

commercial insurance does not cover losses that may occur as a result of events associated with war and terrorism.

Israeli government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of

war, we cannot assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages.

Any losses or damages incurred by us could have a material adverse effect on our business.

Any armed conflicts or political instability

in the region would likely negatively affect business conditions and could harm our results of operations.

Although the Israeli

government currently covers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot

assure you that this government coverage will be maintained or that it will sufficiently cover our potential damages.

Any losses or damages

incurred by us could have a material adverse effect on our business.

Any armed conflicts or political instability in the region would

likely negatively affect business conditions and could harm our results of operations.

in the past, the State of Israel and Israeli companies have been subjected to economic boycotts.

Several countries still restrict

business with the State of Israel and with Israeli companies.

These restrictive laws and policies may have an adverse impact on

our operating results, financial condition or the expansion of our business.

A campaign of boycotts, divestment and sanctions

has been undertaken against Israel, which could also adversely impact our business.

addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty

each year until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations)

and, in the event of a military conflict, may be called to active duty.

In response to increases in terrorist activity, there

have been periods of significant call-ups of military reservists.

It is possible that there will be military reserve duty call-ups

in the future.

Our operations could be disrupted by such call-ups, which may include the call-up of members of our management.

Such disruption could materially adversely affect our business, prospects, financial condition and results of operations.

Several countries still restrict business

with the State of Israel and with Israeli companies.

These restrictive laws and policies may have an adverse impact on our operating

results, financial condition, or the expansion of our business.

A campaign of boycotts, divestment, and sanctions has been undertaken

against Israel, which could also adversely impact our business.

addition, many Israeli citizens are obligated to perform several days, and in some cases more, of annual military reserve duty each year

until they reach the age of 40 (or older, for reservists who are military officers or who have certain occupations) and, in the event

of a military conflict, may be called to active duty.

In response to increases in terrorist activity, there have been periods of significant

call-ups of military reservists.

It is possible that there will be military reserve duty call-ups in the future.

Our operations could

be disrupted by such call-ups, which may include the call-up of members of our management.

Such disruption could materially adversely

affect our business, prospects, financial condition, and results of operations.

may be difficult for investors in the United States to enforce any judgments obtained against us or some of our directors or officers.

may be difficult to acquire jurisdiction and enforce liabilities against any of our officers and directors who are based in Israel.

may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers

or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers

under federal securities laws.

Moreover, we have been advised that Israel does not have treaties providing for the reciprocal recognition

and enforcement of judgments of courts with the United States.

Further, it is unclear if extradition treaties now in effect between the

United States and Israel would permit effective enforcement of criminal penalties of the federal securities laws.

Even if an Israeli

court agrees to hear a claim, it may determine that the Israeli law, and not U.S.

law, is applicable to the claim.

Further, if U.S.

is found to be applicable, certain content of applicable U.S.

law must be proved as a fact, which can be a time-consuming and costly

process, and certain matters of procedure would still be governed by the Israeli law.

Consequently, you may be effectively prevented

from pursuing remedies under U.S.

federal and state securities laws against us or any of our non-U.S.

directors or officers.

rate fluctuations between foreign currencies and the U.S.

2 unchanged sentences

Our revenues are currently primarily payable in U.S.

dollars and we expect

our future revenues to be denominated primarily in U.S.

However, certain amount of our expenses are in NIS and as a result,

we are exposed to the currency fluctuation risks relating to the recording of our expenses in U.S.

We may, in the future,

decide to enter into currency hedging transactions.

These measures, however, may not adequately protect us from material adverse

may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could

result in litigation and adversely affect our business.

significant portion of ScoutCam’s intellectual property has been developed by ScoutCam’s employees in the course of

their employment for us.

Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee in the

course and as a result of or arising from his or her employment with a company are regarded as “service inventions,”

which belong to the employer, absent a specific agreement between the employee and employer giving the employee service invention

The Patent Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation

and Royalties Committee, or the Committee, a body constituted under the Patent Law, will determine whether the employee is entitled

to remuneration for his inventions.

Recent case law clarifies that the right to receive consideration for “service inventions”

can be waived by the employee and that in certain circumstances, such waiver does not necessarily have to be explicit.

The Committee

will examine, on a case-by-case basis, the general contractual framework between the parties, using interpretation rules of the

general Israeli contract laws.

Further, the Committee has not yet determined one specific formula for calculating this remuneration

(but rather uses the criteria specified in the Patent Law).

Although we generally enter into assignment-of-invention agreements

with our employees pursuant to which such individuals assign to us all rights to any inventions created in the scope of their

employment or engagement with us, we may face claims demanding remuneration in consideration for assigned inventions.

As a consequence

of such claims, we could be required to pay additional remuneration or royalties to our current and/or former employees, or be

forced to litigate such claims, which could negatively affect our business.

dollars and we expect our

future revenues to be denominated primarily in U.S.

However, some of our expenses are in NIS and as a result, we are exposed

to the currency fluctuation risks relating to the recording of our expenses in U.S.

We may, in the future, decide to enter into

currency hedging transactions.

These measures, however, may not adequately protect us from material adverse effects.

technology developed and used by us received Israeli government grants for certain research and development activities.

those grants require us to satisfy specified conditions in addition to repayment of the grants upon certain events.

research and development efforts that contributed to certain technology used by us was financed in part through grants from the IIA to

Medigus, which was subsequently transferred to ScoutCam Ltd.

(for more information about such agreements, refer to – “CERTAIN

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE” below”).

The terms of such grants require ScoutCam Ltd.

to comply with the requirements of the Innovation Law.

When a company develops know-how, technology or products using IIA grants, the

terms of these grants and the Innovation Law restrict the transfer outside of Israel of such know-how, and the manufacturing or manufacturing

rights of such products, technologies or know-how, without the prior approval of the IIA.

Therefore, if aspects of our technologies are

deemed to have been developed with IIA funding, the discretionary approval of an IIA committee would be required for any transfer to

third parties outside of Israel of know-how or manufacturing or manufacturing rights related to those aspects of such technologies.

may not receive those approvals.

Furthermore, the IIA may impose certain conditions on any arrangement under which it permits us to transfer

technology or development out of Israel.

transfer of IIA-supported technology or know-how or manufacturing or manufacturing rights related to aspects of such technologies outside

of Israel may involve the payment of significant penalties and other amounts, depending upon the value of the transferred technology

or know-how, the amount of IIA support, the time of completion of the IIA-supported research project and other factors.

These restrictions

and requirements for payment may impair our ability to sell our technology assets outside of Israel or to outsource or transfer development

or manufacturing activities with respect to any product or technology outside of Israel.

Furthermore, the consideration available to

our shareholders in a transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such

as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA.

may become subject to claims for remuneration or royalties for assigned service invention rights by our employees, which could result

in litigation and adversely affect our business.

significant portion of ScoutCam’s intellectual property has been developed by ScoutCam’s employees in the course of their

employment for us.

Under the Israeli Patent Law, 5727-1967, or the Patent Law, inventions conceived by an employee in the course and

as a result of or arising from his or her employment with a company are regarded as “service inventions,” which belong to

the employer, absent a specific agreement between the employee and employer giving the employee service invention rights.

Law also provides that if there is no such agreement between an employer and an employee, the Israeli Compensation and Royalties Committee,

or the Committee, a body constituted under the Patent Law, will determine whether the employee is entitled to remuneration for his inventions.

Recent case law clarifies that the right to receive consideration for “service inventions” can be waived by the employee

and that in certain circumstances, such waiver does not necessarily have to be explicit.

The Committee will examine, on a case-by-case

basis, the general contractual framework between the parties, using interpretation rules of the general Israeli contract laws.

the Committee has not yet determined one specific formula for calculating this remuneration (but rather uses the criteria specified in

the Patent Law).

Although we generally enter into assignment-of-invention agreements with our employees pursuant to which such individuals

assign to us all rights to any inventions created in the scope of their employment or engagement with us, we may face claims demanding

remuneration in consideration for assigned inventions.

As a consequence of such claims, we could be required to pay additional remuneration

or royalties to our current and/or former employees, or be forced to litigate such claims, which could negatively affect our business.

unresolved staff comments

do not own property and currently lease our principal corporate office, which is located at Omer Industrial Park, No.

Box 3030, Omer 8496500.

7A and 3B, P.O.

Box 3030, Omer, Israel 8496500.

We believe our leased office sufficiently meets our current needs.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors